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Arizona Rules of Professional Conduct

PREAMBLE, SCOPE, AND TERMINOLOGY

A LAWYER'S RESPONSIBILITIES

[1] A lawyer, as a member of the legal profession, is a representative
of clients, an officer of the legal system and a public citizen having special
responsibility for the quality of justice. Whether or not engaging in the practice
of law, lawyers should conduct themselves honorably.

[2] As a representative of clients, a lawyer performs various functions.
As advisor, a lawyer provides a client with an informed understanding of the
client's legal rights and obligations and explains their practical implications.
As advocate, a lawyer asserts the client's position under the rules of the adversary
system. As negotiator, a lawyer seeks a result advantageous to the client but
consistent with requirements of honest dealings with others. As an evaluator,
a lawyer acts by examining a client's legal affairs and reporting about them
to the client or to others.

[3] In addition to these representational functions, a lawyer may serve
as a third-party neutral, a nonrepresentational role helping the parties to
resolve a dispute or other matter. Some of these Rules apply directly to lawyers
who are or have served as third-party neutrals. See, e.g., ERs
1.12 and 2.4. In addition, there are Rules that apply
to lawyers who are not active in the practice of law or to practicing lawyers
even when they are acting in a nonprofessional capacity. For example, a lawyer
who commits fraud in the conduct of a business is subject to discipline for
engaging in conduct involving dishonesty, fraud, deceit or misrepresentation.
See ER 8.4.

[4] In all professional functions
a lawyer should be competent, prompt and diligent. A lawyer should maintain
communication with a client concerning the representation. A lawyer should keep
in confidence information relating to representation of a client except so far
as disclosure is required or permitted by the Rules of Professional Conduct
or other law.

[5] A lawyer's conduct should
conform to the requirements of the law, both in professional service to clients
and in the lawyer's business and personal affairs. A lawyer should use the law's
procedures only for legitimate purposes and not to harass or intimidate others.
A lawyer should demonstrate respect for the legal system and for those who serve
it, including judges, other lawyers and public officials. While it is a lawyer's
duty, when necessary, to challenge the rectitude of official action, it is also
a lawyer's duty to uphold legal process.

[6] As a public citizen, a lawyer
should seek improvement of the law, access to the legal system, the administration
of justice and the quality of service rendered by the legal profession. As a
member of a learned profession, a lawyer should cultivate knowledge of the law
beyond its use for clients, employ that knowledge in reform of the law and work
to strengthen legal education. In addition, a lawyer should further the public's
understanding of and confidence in the rule of law and the justice system because
legal institutions in a constitutional democracy depend on popular participation
and support to maintain their authority. A lawyer should be mindful of deficiencies
in the administration of justice and of the fact that the poor, and sometimes
persons who are not poor, cannot afford adequate legal assistance. Therefore,
all lawyers should devote professional time and resources and use civic influence
to ensure equal access to our system of justice for all those who because of
economic or social barriers cannot afford or secure adequate legal counsel.
A lawyer should aid the legal profession in pursuing these objectives and should
help the bar regulate itself in the public interest.

[7] Many of a lawyer's professional
responsibilities are prescribed in the Rules of Professional Conduct, as well
as substantive and procedural law. However, a lawyer is also guided by personal
conscience and the approbation of professional peers. A lawyer should strive
to attain the highest level of skill, to improve the law and the legal profession
and to exemplify the legal profession's ideals of public service.

[8] A lawyer's responsibilities
as a representative of clients, an officer of the legal system and a public
citizen are usually harmonious. Thus, when an opposing party is well represented,
a lawyer can be an advocate on behalf of a client and at the same time assume
that justice is being done. So also, a lawyer can be sure that preserving client
confidences ordinarily serves the public interest because people are more likely
to seek legal advice, and thereby heed their legal obligations, when they know
their communications will be private.

[9] In the nature of law practice,
however, conflicting responsibilities are encountered. Virtually all difficult
ethical problems arise from conflict between a lawyer's responsibilities to
clients, to the legal system and to the lawyer's own interest in remaining an
ethical person while earning a satisfactory living. The Rules of Professional
Conduct often prescribe terms for resolving such conflicts. Within the framework
of these Rules, however, many difficult issues of professional discretion can
arise. Such issues must be resolved through the exercise of sensitive professional
and moral judgment guided by the basic principles underlying the Rules. These
principles include the lawyer's obligation to protect and pursue a client's
legitimate interests, within the bounds of the law, while acting honorably and
maintaining a professional, courteous and civil attitude toward all persons
involved in the legal system.

[10] The legal profession is
largely self-governing. Although other professions also have been granted powers
of self-government, the legal profession is unique in this respect because of
the close relationship between the profession and the processes of government
and law enforcement. This connection is manifested in the fact that ultimate
authority over the legal profession is vested largely in the courts.

[11] To the extent that lawyers
meet the obligations of their professional calling, the occasion for government
regulation is obviated. Self-regulation also helps maintain the legal profession's
independence from government domination. An independent legal profession is
an important force in preserving government under law, for abuse of legal authority
is more readily challenged by a profession whose members are not dependent on
government for the right to practice.

[12] The legal profession's
relative autonomy carries with it special responsibilities of self-government.
The profession has a responsibility to assure that its regulations are conceived
in the public interest and not in furtherance of parochial or self-interested
concerns of the bar. Every lawyer is responsible for observance of the Rules
of Professional Conduct. A lawyer should also aid in securing their observance
by other lawyers. Neglect of these responsibilities compromises the independence
of the profession and the public interest which it serves.

[13] Lawyers play a vital role
in the preservation of society. The fulfillment of this role requires an understanding
by lawyers of their relationship to our legal system. The Rules of Professional
Conduct, when properly applied, serve to define that relationship.

SCOPE

[14] The Rules of Professional
Conduct are rules of reason. They should be interpreted with reference to the
purposes of legal representation and of the law itself. Some of the Rules are
imperatives, cast in the terms "shall" or "shall not." These
define proper conduct for purposes of professional discipline. Others, generally
cast in the term "may," are permissive and define areas under the
Rules in which the lawyer has discretion to exercise professional judgment.
No disciplinary action should be taken when the lawyer chooses not to act or
acts within the bounds of such discretion. Other Rules define the nature of
relationships between the lawyer and others. The Rules are thus partly obligatory
and disciplinary and partly constitutive and descriptive in that they define
a lawyer's professional role. Many of the Comments use the term "should."
Comments do not add obligations to the Rules but provide guidance for practicing
in compliance with the Rules.

[15] The Rules presuppose a
larger legal context shaping the lawyer's role. The context includes court rules
and statutes relating to matters of licensure, laws defining specific obligations
of lawyers and substantive and procedural law in general. The Comments are sometimes
used to alert lawyers to their responsibilities under such other law.

[16] Compliance with the Rules,
as with all law in an open society, depends primarily upon understanding and
voluntary compliance, secondarily upon reinforcement by peer and public opinion
and finally, when necessary, upon enforcement through disciplinary proceedings.
The Rules do not, however, exhaust the moral and ethical considerations that
should inform a lawyer, for no worthwhile human activity can be completely defined
by legal rules. The Rules simply provide a framework for the ethical practice
of law.

[17] Furthermore, for purposes
of determining the lawyer's authority and responsibility, principles of substantive
law external to these Rules determine whether a client-lawyer relationship exists.
Most of the duties flowing from the client-lawyer relationship attach only after
the client has requested the lawyer to render legal services and the lawyer
has agreed to do so. But there are some duties, such as that of confidentiality
under ER 1.6, that attach when the lawyer agrees to consider whether
a client-lawyer relationship shall be established. See ER 1.18. Whether a client-lawyer relationship exists for any
specific purpose can depend on the circumstances and may be a question of fact.

[18] Under various legal provisions,
including constitutional, statutory and common law, the responsibilities of
government lawyers may include authority concerning legal matters that ordinarily
reposes in the client in private client-lawyer relationships. For example, a
lawyer for a government agency may have authority on behalf of the government
to decide upon settlement or whether to appeal from an adverse judgment. Such
authority in various respects is generally vested in the attorney general and
the state's attorney in state government, and their federal counterparts, and
the same may be true of other government law officers. Also, lawyers under the
supervision of these officers may be authorized to represent several government
agencies in intragovernmental legal controversies in circumstances where a private
lawyer could not represent multiple private clients. They also may have authority
to represent the "public interest" in circumstances where a private
lawyer would not be authorized to do so. These Rules do no abrogate any such
authority.

[19] Failure to comply with
an obligation or prohibition imposed by a Rule is a basis for invoking the disciplinary
process. The Rules presuppose that disciplinary assessment of a lawyer's conduct
will be made on the basis of the facts and circumstances as they existed at
the time of the conduct in question and in recognition of the fact that a lawyer
often has to act upon uncertain or incomplete evidence of the situation. Moreover,
the Rules presuppose that whether or not discipline should be imposed for a
violation, and the severity of a sanction, depend on all the circumstances,
such as the willfulness and seriousness of the violation, extenuating factors
and whether there have been previous violations.

[20] Violation of a Rule should
not itself give rise to a cause of action against a lawyer nor should it create
any presumption in such a case that a legal duty has been breached. In addition,
violation of a Rule does not necessarily warrant any other nondisciplinary remedy,
such as disqualification of a lawyer in pending litigation. The Rules are designed
to provide guidance to lawyers and to provide a structure for regulating conduct
through disciplinary agencies. They are not designed to be a basis for civil
liability. Furthermore, the purpose of the Rules can be subverted when they
are invoked by opposing parties as procedural weapons. The fact that a Rule
is a just basis for a lawyer's self-assessment, or for sanctioning a lawyer
under the administration of a disciplinary authority, does not imply that an
antagonist in a collateral proceeding or transaction has standing to seek enforcement
of the Rule. Nevertheless, since the Rules do establish standards of conduct
by lawyers, a lawyer's violation of a Rule may be evidence of breach of the
applicable standard of conduct.

[21] The Comments accompanying
each Rule explains and illustrates the meaning and purpose of the Rule. The
Preamble and this note on Scope provide general orientation. The Comments are
intended as guides to interpretation, but the text of each Rule is authoritative.

ER 1.0 TERMINOLOGY

(a) "Belief"
or "believes" denotes that the person
involved actually supposed the fact in question to be true. A person's belief
may be inferred from circumstances.

(b)
"Confirmed in writing," when used
in reference to the informed consent of a person, denotes informed consent that
is given in writing by the person or a writing that a lawyer promptly transmits
to the person confirming an oral informed consent. See paragraph (e) for the
definition of "informed consent." If it is not feasible to obtain
or transmit the writing at the time the person gives informed consent, then
the lawyer must obtain or transmit it within a reasonable time thereafter.

(c) "Firm"
or "law firm" denotes a lawyer or
lawyers in a law partnership, professional corporation, sole proprietorship
or other association; or lawyers employed in a legal services organization or
the legal department of a corporation or other organization. Whether government
lawyers should be treated as a firm depends on the particular Rule involved
and the specific facts of the situation.

(d) "Fraud"
or "fraudulent" denotes conduct that
is fraudulent under the substantive or procedural law of the applicable jurisdiction
and has a purpose to deceive.

(e) "Informed
consent" denotes the agreement by a person to a proposed course
of conduct after the lawyer has communicated adequate information and explanation
about the material risks of and reasonably available alternatives to the proposed
course of conduct.

(f) "Knowingly,"
"known," or "knows"
denotes actual knowledge of the fact in question. A person's knowledge may be
inferred from circumstances.

(g) "Partner"
denotes a member of a partnership, a shareholder in a law
firm organized as a professional corporation, or a member of an association
authorized to practice law.

(h)
"Reasonable" or "reasonably"
when used in relation to conduct by a lawyer denotes the conduct of a reasonably
prudent and competent lawyer.

(i)
"Reasonable belief" or "reasonably
believes" when used in reference to a lawyer denotes that the lawyer
believes the matter in question and that the circumstances are such that the
belief is reasonable.

(j)
"Reasonably should know" when used
in reference to a lawyer denotes that a lawyer of reasonable prudence and competence
would ascertain the matter in question.

(k) "Screened"
denotes the isolation of a lawyer from any participation in a matter through
the timely imposition of procedures within a firm that are reasonably adequate
under the circumstances to protect information that the isolated lawyer is obligated
to protect under these Rules or other law.

(l)
"Substantial" when used in reference
to degree or extent denotes a material matter of clear and weighty importance.

(m) "Tribunal"
denotes a court, an arbitrator in an arbitration proceeding or a legislative
body, administrative agency or other body acting in an adjudicative capacity.
A legislative body, administrative agency or other body acts in an adjudicative
capacity when a neutral official, after the presentation of evidence or legal
argument by a party or parties, will render a legal judgment directly affecting
a party's interests in a particular matter.

(n) "Writing"
or "written" denotes a tangible or
electronic record of a communication or representation, including handwriting,
typewriting, printing, photostating, photography, audio or video recording and
e-mail. A "signed" writing includes
an electronic sound, symbol or process attached to or logically associated with
a writing and executed or adopted by a person with the intent to sign the writing.

ER 1.2 SCOPE OF REPRESENTATION AND ALLOCATION
OF AUTHORITY BETWEEN CLIENT AND LAWYER

(a) Subject to paragraphs (c) and
(d), a lawyer shall abide by a client's decisions concerning the objectives
of representation and, as required by ER 1.4, shall consult with the client as to the means by which
they are to be pursued. A lawyer may take such action on behalf of the client
as is impliedly authorized to carry out the representation. A lawyer shall abide
by a client's decision whether to settle a matter. In a criminal case, the lawyer
shall abide by the client's decision, after consultation with the lawyer, as
to a plea to be entered, whether to waive jury trial and whether the client
will testify.

(b) A lawyer's representation of
a client, including representation by appointment, does not constitute an endorsement
of the client's political, economic, social or moral views or activities.

(c) A lawyer may limit the scope
of the representation if the limitation is reasonable
under the circumstances and the client gives informed
consent.

(d) A lawyer shall not counsel
a client to engage, or assist a client, in conduct that the lawyer knows
is criminal or fraudulent, but a lawyer may discuss the
legal consequences of any proposed course of conduct with a client and may counsel
or assist a client to make a good faith effort to determine the validity, scope,
meaning or application of the law.

(5) consult with the client
about any relevant limitation on the lawyer's conduct when the lawyer knows
that the client expects assistance not permitted by the Rules of Professional
Conduct or other law.

(b) A lawyer shall explain a matter
to the extent reasonably necessary to permit the
client to make informed decisions regarding the representation.

(c) In a criminal case, a lawyer
shall promptly inform a client of all proffered plea agreements.

ER 1.5 FEES

(a) A lawyer shall not make an
agreement for, charge, or collect an unreasonable fee or an unreasonable amount
for expenses. The factors to be considered in determining the reasonableness
of a fee include the following:

(1) the time and labor required,
the novelty and difficulty of the questions involved, and the skill requisite
to perform the legal service properly;

(2) the likelihood, if apparent
to the client, that the acceptance of the particular employment will preclude
other employment by the lawyer;

(3) the fee customarily charged
in the locality for similar legal services;

(4) the amount involved and
the results obtained;

(5) the time limitations imposed
by the client or by the circumstances;

(6) the nature and length of
the professional relationship with the client;

(7) the experience, reputation,
and ability of the lawyer or lawyers performing the services; and

(8) the degree of risk assumed
by the lawyer.

(b) The scope of the representation
and the basis or rate of the fee and expenses for which the client will be responsible
shall be communicated to the client in writing, before or within a reasonable
time after commencing the representation, except when the lawyer will charge
a regularly represented client on the same basis or rate. Any changes in the
basis or rate of the fee or expenses shall also be communicated in writing.

(c) A fee may be contingent on
the outcome of the matter for which the service is rendered, except in a matter
in which a contingent fee is prohibited by paragraph (d) or other law. A contingent
fee agreement shall be in a writing signed by the client
and shall state the method by which the fee is to be determined, including the
percentage or percentages that shall accrue to the lawyer in the event of settlement,
trial or appeal, litigation and other expenses to be deducted from the recovery,
and whether such expenses are to be deducted before or after the contingent
fee is calculated. The agreement must clearly notify the client of any expenses
for which the client will be liable whether or not the client is the prevailing
party. Upon conclusion of a contingent fee matter, the lawyer shall provide
the client with a written statement stating the outcome
of the matter and, if there is a recovery, showing the remittance to the client
and the method of its determination.

(d) A lawyer shall not enter into
an arrangement for, charge, or collect:

(1) any fee in a domestic relations
matter, the payment or amount of which is contingent upon the securing of a
divorce or upon the amount of alimony or support, or property settlement in
lieu thereof;

(2) a contingent fee for representing
a defendant in a criminal case; or

(3) a fee denominated as "earned
upon receipt," "nonrefundable" or in similar terms unless the
client is simultaneously advised in writing that the client may nevertheless
discharge the lawyer at any time and in that event may be entitled to a refund
of all or part of the fee based upon the value of the representation pursuant
to paragraph (a).

(e) A division of fee between lawyers
who are not in the same firm may be made only if:

(1) each lawyer receiving any
portion of the fee assumes joint responsibility for the representation;

(2) the client agrees, in a
writing signed by the client, to the participation
of all the lawyers involved; and

ER 1.6 CONFIDENTIALITY OF INFORMATION

(a) A lawyer shall not reveal information
relating to the representation of a client unless the client gives informed
consent, the disclosure is impliedly authorized in order to carry out the
representation or the disclosure is permitted or required by paragraphs (b),
(c) or (d). or ER 3.3(a)(3).

(b) A lawyer shall reveal such
information to the extent the lawyer reasonably
believes necessary to prevent the client from committing a criminal act
that the lawyer believes is likely to result in death or substantial
bodily harm.

(c) A lawyer may reveal the intention
of the lawyer's client to commit a crime and the information necessary to prevent
the crime.

(d) A lawyer may reveal such information
relating to the representation of a client to the extent the lawyer reasonably
believes necessary:

(1) to prevent the client from committing a crime or fraud
that is reasonably certain to result in substantial
injury to the financial interests or property of another and in furtherance
of which the client has used or is using the lawyer's services;

(2) to mitigate or rectify substantial injury to the financial
interests or property of another that is reasonably
certain to result or has resulted from the client's commission of a crime or
fraud in furtherance of which the client has used the
lawyer's services;

(3) to secure legal advice about the lawyer's compliance
with these Rules;

(4) to establish a claim or defense on behalf of the lawyer
in a controversy between the lawyer and the client, to establish a defense to
a criminal charge or civil claim against the lawyer based upon conduct in which
the client was involved, or to respond to allegations in any proceeding concerning
the lawyer's representation of the client; or

(5) to comply with other law or a final order of a court
or tribunal of competent jurisdiction directing the lawyer to disclose such
information.

ER 1.7 CONFLICT OF INTEREST: CURRENT CLIENTS

(a) Except as provided in paragraph
(b), a lawyer shall not represent a client if the representation involves a
concurrent conflict of interest. A concurrent conflict of interest exists if:

(1) the representation of one
client will be directly adverse to another client; or

(2) there is a significant risk
that the representation of one or more clients will be materially limited by
the lawyer's responsibilities to another client. a former client or a third
person or by a personal interest of the lawyer.

(b) Notwithstanding the existence
of a concurrent conflict of interest under paragraph (a), a lawyer may represent
a client if each affected client gives informed
consent, confirmed in writing, and:

(1) the lawyer reasonably
believes that the lawyer will be able to provide competent and diligent
representation to each affected client;

(2) the representation is not
prohibited by law; and

(3) the representation does
not involve the assertion of a claim by one client against another client represented
by the lawyer in the same litigation or other proceeding before a tribunal.

ER 1.8 CONFLICT OF INTEREST: CURRENT CLIENTS:
SPECIFIC RULES

(a) A lawyer shall not enter into
a business transaction with a client or knowingly acquire
an ownership, possessory, security or other pecuniary interest adverse to a
client unless:

(1) the transaction and terms
on which the lawyer acquires the interest are fair and reasonable to the client
and are fully disclosed and transmitted in writing in a manner that can be reasonably
understood by the client;

(2) the client is advised in
writing of the desirability of seeking and is given
a reasonable opportunity to seek the advice of independent
legal counsel on the transaction; and

(3) the client gives informed
consent, in a writing signed by the client, to
the essential terms of the transaction and the lawyer's role in the transaction,
including whether the lawyer is representing the client in the transaction.

(b) A lawyer shall not use information
relating to representation of a client to the disadvantage of the client unless
the client gives informed consent, except
as permitted or required by these Rules.

(c) A lawyer shall not solicit
any substantial gift from a client, including a testamentary gift, or prepare
on behalf of a client an instrument giving the lawyer or a person related to
the lawyer any substantial gift unless the lawyer
or other recipient of the gift is related to the client. For purposes of this
paragraph, related persons include a spouse, child, grandchild, parent, grandparent
or other relative or individual with whom the lawyer or the client maintains
a close, familial relationship.

(d) Prior to the conclusion of
representation of a client, a lawyer shall not make or negotiate an agreement
giving the lawyer literary or media rights to a portrayal or account based in
substantial part on information relating to the
representation.

(e) A lawyer shall not provide
financial assistance to a client in connection with pending or contemplated
litigation, except that:

(1) a lawyer may advance court
costs and expenses of litigation, the repayment of which may be contingent on
the outcome of the matter; and

(2) a lawyer representing an
indigent client may pay court costs and expenses of litigation on behalf of
the client.

(f) A lawyer shall not accept compensation
for representing a client from one other than the client unless:

(2) there is no interference
with the lawyer's independence of professional judgment or with the client-lawyer
relationship; and

(3) information relating to
representation of a client is protected as required by ER 1.6.

(g) A lawyer who represents two
or more clients shall not participate in making an aggregate settlement of the
claims of or against the clients, or in a criminal case an aggregated agreement
as to guilty or nolo contendere pleas, unless each client gives informed
consent, in a writing signed by the client. The
lawyer's disclosure shall include the existence and nature of all the claims
or pleas involved and of the participation of each person in the settlement.

(h) A lawyer shall not:

(1) make an agreement prospectively
limiting the lawyer's liability to a client for malpractice unless the client
is independently represented in making the agreement;

(2) make an agreement prospectively
limiting the client's right to report the lawyer to appropriate professional
authorities; or

(3) settle such allegations,
claims, or potential claims with an unrepresented client or former client unless
that person is advised in writing of the desirability of seeking and is given
a reasonable opportunity to seek the advice of independent
legal counsel in connection therewith.

(i) A lawyer shall not acquire
a proprietary interest in the cause of action or subject matter of litigation
the lawyer is conducting for a client, except that the lawyer may:

(1) acquire a lien authorized
by law to secure the lawyer's fee or expenses; and

(2) contract with a client for
a reasonable contingent fee in a civil case.

(j) A lawyer shall not have sexual
relations with a client unless a consensual sexual relationship existed between
them when the client-lawyer relationship commenced.

(k) While lawyers are associated
in a firm, a prohibition in the foregoing paragraphs (a)
through (i) that applies to any one of them shall apply to all of them.

(l) A lawyer related to
another lawyer as parent, child, sibling, spouse or cohabitant shall not represent
a client in a representation directly adverse to a person who the lawyer knows
is represented by the other lawyer except upon consent by the client after consultation
regarding the relationship.

ER 1.9 DUTIES TO FORMER CLIENTS

(a) A lawyer who has formerly represented
a client in a matter shall not thereafter represent another person in the same
or a substantially related matter in which that
person's interests are materially adverse to the interests of the former client
unless the former client gives informed consent,
confirmed in writing.

(b) A lawyer shall not knowingly
represent a person in the same or a substantially
related matter in which a firm with which the lawyer formerly
was associated had previously represented a client:

(1) whose interests are materially
adverse to that person; and

(2) about whom the lawyer had
acquired information protected by ERs 1.6 and 1.9(c)
that is material to the matter;

(c) A lawyer who has formerly represented
a client in a matter shall not thereafter:

(1) use information relating
to the representation to the disadvantage of the former client except as these
Rules would permit or require with respect to a client, or when the information
has become generally known; or

(2) reveal information relating
to the representation except as these Rules would permit or require with respect
to a client.

ER 1.10 IMPUTATION OF CONFLICTS OF INTEREST:
GENERAL RULE

(a) While lawyers are associated
in a firm, none of them shall knowingly represent a client
when any one of them practicing alone would be prohibited from doing so by ERs
1.7 or 1.9, unless the prohibition is based on a personal
interest of the prohibited lawyer and does not present a significant risk of
materially limiting the representation of the client by the remaining lawyers
in the firm.

(b)When a lawyer has terminated
an association with a firm, the firm is not prohibited
from thereafter representing a person with interests materially adverse to those
of a client represented by the formerly associated lawyer and not currently
represented by the firm. unless:

(1) the matter is the same
or substantially related to that in which the formerly
associated lawyer represented the client; and

(2) any lawyer remaining in
the firm has information protected by ERs 1.6 and 1.9(c)
that is material to the matter.

(c) A disqualification prescribed
by this Rule may be waived by the affected client under the conditions stated
in ER 1.7.

(d) When a lawyer becomes associated
with a firm, no lawyer associated in the firm shall knowingly
represent a person in a matter in which that lawyer is disqualified under ER 1.9 unless:

(1) the matter does not involve
a proceeding before a tribunal in which the personally
disqualified lawyer had a substantial role;

(2) the personally disqualified
lawyer is timely screened from any participation in the matter and is apportioned
no part of the fee therefrom; and

(3) written
notice is promptly given to any affected former client to enable it to ascertain
compliance with the provisions of this Rule.

(e) The disqualification of lawyers
associated in a firm with former or current government lawyers is governed by
ER 1.11.

ER 1.11 SPECIAL CONFLICTS OF INTEREST
FOR FORMER AND CURRENT GOVERNMENT OFFICERS AND EMPLOYEES

(a) Except as law may otherwise
expressly permit, a lawyer shall not represent a private client in connection
with a matter in which the lawyer participated personally and substantially
as a public officer or employee, unless the appropriate government agency gives
its informed consent, confirmed
in writing, to the representation. No lawyer in a firm
with which that lawyer is associated may knowingly undertake
or continue representation in such a matter unless:

(1) the disqualified lawyer
is screened from any participation in the matter and
is apportioned no part of the fee therefrom; and

(2) written
notice is promptly given to the appropriate government agency to enable it to
ascertain compliance with the provisions of this Rule

(b) Except as law may otherwise
expressly permit, a lawyer having information that the lawyer knows
is confidential government information about a person acquired when the lawyer
was a public officer or employee, may not represent a private client whose interests
are adverse to that person in a matter in which the information could be used
to the material disadvantage of that person. A firm with
which that lawyer is associated may undertake or continue representation in
the matter only if the disqualified lawyer is screened
from any participation in the matter and is apportioned no part of the fee therefrom.

(c) Except as law may otherwise
expressly permit, a lawyer serving as a public officer or employee shall not:

(1) participate in a matter
in which the lawyer participated personally and substantially
while in private practice or nongovernmental employment, unless under applicable
law no one is, or by lawful delegation may be, authorized to act in the lawyer's
stead in the matter; or

(2) negotiate for private employment
with any person who is involved as a party or as attorney for a party in a matter
in which the lawyer is participating personally and substantially.

(d) As used in this rule, the
term "matter" includes:

(1) any judicial or other proceeding,
application, request for a ruling or other determination, contract, claim, controversy,
investigation, charge, accusation, arrest or other particular matter involving
a specific party or parties; and

(2) any other matter covered
by the conflict of interest rules of the appropriate government agency.

(e) As used in this Rule, the
term "confidential government information"
means information which has been obtained under governmental authority and which,
at the time this Rule is applied, the government is prohibited by law from disclosing
to the public or has a legal privilege not to disclose, and which is not otherwise
available to the public.

ER 1.12 FORMER JUDGE, ARBITRATOR, MEDIATOR
OR OTHER THIRD-PARTY NEUTRAL

(a) Except as stated in paragraph
(d), a lawyer shall not represent anyone in connection with a matter in which
the lawyer participated personally and substantially as a judge or other adjudicative
officer or law clerk to such a person or as an arbitrator, mediator or other
third-party neutral, unless all parties to the proceeding give informed
consentconfirmed in writing.

(b) A lawyer shall not negotiate
for employment with any person who is involved as a party or as lawyer for a
party in a matter in which the lawyer is participating personally and substantially
as a judge or other adjudicative officer or as an arbitrator, mediator or other
third-party neutral. A lawyer serving as a law clerk to a judge or other adjudicative
officer may negotiate for employment with a party or lawyer involved in a matter
in which the clerk is participating personally and substantially, but only after
the lawyer has notified the judge or other adjudicative officer.

(c) If a lawyer is disqualified
by paragraph (a), no lawyer in a firm with which that
lawyer is associated may knowingly undertake or continue
representation in the matter unless:

(1) the disqualified lawyer
is timely screened from any participation in the matter
and is apportioned no part of the fee therefrom; and

(2) written
notice is promptly given to the parties and any appropriate tribunal to enable
them to ascertain compliance with the provisions of this Rule.

(d) An arbitrator selected as
a partisan of a party in a multi-member arbitration panel is not prohibited
from subsequently representing that party.

ER 1.13 ORGANIZATION AS CLIENT

(a) A lawyer employed or retained
by an organization represents the organization acting through its duly authorized
constituents.

(b) If a lawyer for an organization
knows that an officer, employee or other person associated
with the organization is engaged in action, intends to act or refuses to act
in a matter related to the representation that is a violation of a legal obligation
to the organization, or a violation of law which reasonably
might be imputed to the organization, and is likely to result in substantial
injury to the organization, the lawyer shall proceed as is reasonably necessary
in the best interest of the organization. In determining how to proceed, the
lawyer shall give due consideration to the seriousness of the violation and
its consequences, the scope and nature of the lawyer's representation, the responsibility
in the organization and the apparent motivation of the person involved, the
policies of the organization concerning such matters and any other relevant
considerations. Any measures taken shall be designed to minimize disruption
of the organization and the risk of revealing information relating to the representation
to persons outside the organization. Such measures may include among others:

(1) asking for reconsideration
of the matter;

(2) advising that a separate
legal opinion on the matter be sought for presentation to appropriate authority
in the organization; and

(3) referring the matter to
higher authority in the organization, including, if warranted by the seriousness
of the matter, referral to the highest authority that can act on behalf of the
organization as determined by applicable law.

(c) If, despite the lawyer's efforts
in accordance with paragraph (b), the highest authority that can act on behalf
of the organization insists upon action, or a refusal to act, that is clearly
a violation of law and is likely to result in substantial injury to the organization,
the lawyer may resign in accordance with ER 1.16.

(d) In dealing with an organization's
directors, officers, employees, members, shareholders or other constituents,
a lawyer shall explain the identity of the client when the lawyer knows
or reasonably should know that the organization's
interests are adverse to those of the constituents with whom the lawyer is dealing.

(e) A lawyer representing an organization
may also represent any of its directors, officers, employees, members, shareholders
or other constituents, subject to the provisions of ER 1.7. If the organization's consent to the dual representation
is required by ER 1.7, the consent shall be given by an appropriate official
of the organization other than the individual who is to be represented, or by
the shareholders.

ER 1.14 CLIENT WITH DIMINISHED CAPACITY

(a) When a client's capacity to
make adequately considered decisions in connection with the representation is
diminished, whether because of minority, mental impairment or for some other
reason, the lawyer shall, as far as reasonably possible,
maintain a normal client-lawyer relationship with the client.

(b) When the lawyer reasonably
believes that the client has diminished capacity, is at risk of substantial
physical, financial or other harm unless action is taken and cannot adequately
act in the client's own interest, the lawyer may take reasonably
necessary protective action, including consulting with individuals or entities
that have the ability to take action to protect the client and, in appropriate
cases, seeking the appointment of a guardian ad litem, conservator or guardian.

(c) Information relating to the
representation of a client with diminished capacity is protected by ER 1.6. When taking protective action pursuant to paragraph
(b), the lawyer is impliedly authorized under ER 1.6(a) to reveal information about the client, but only
to the extent reasonably necessary to protect the
client's interests.

ER 1.15 SAFEKEEPING PROPERTY

(a) A lawyer shall hold property
of clients or third persons that is in a lawyer's possession in connection with
a representation separate from the lawyer's own property. Funds shall be kept
in a separate account maintained in the state where the lawyer's office is situated,
or elsewhere with the consent of the client or third person. Other property
shall be identified as such and appropriately safeguarded. Complete records
of such account funds and other property shall be kept by the lawyer and shall
be preserved for a period of five years after termination of the representation.

(b) A lawyer may deposit the lawyer's
own funds in a client trust account for the sole purpose of paying bank service
charges on that account, but only in an amount necessary for that purpose.

(c) A lawyer shall deposit into
a client trust account legal fees and expenses that have been paid in advance,
to be withdrawn by the lawyer only as fees are earned or expenses incurred.

(d) Upon receiving funds or other
property in which a client or third person has an interest, a lawyer shall promptly
notify the client or third person. Except as stated in this Rule or otherwise
permitted by law or by agreement between the client and the third person, a
lawyer shall promptly deliver to the client or third person any funds or other
property that the client or third person is entitled to receive and, upon request
by the client or third person, shall promptly render a full accounting regarding
such property.

(e) When in the course of representation
a lawyer possesses property in which two or more persons (one of whom may be
the lawyer) claim interests, the property shall be kept separate by the lawyer
until the dispute is resolved. The lawyer shall promptly distribute all portions
of the property as to which the interests are not in dispute.

(3) the client has used the
lawyer's services to perpetrate a crime or fraud;

(4) the client insists upon
taking action that the lawyer considers repugnant or with which the lawyer has
a fundamental disagreement;

(5) the client fails substantially
to fulfill an obligation to the lawyer regarding the lawyer's services and has
been given reasonable warning that the lawyer will
withdraw unless the obligation is fulfilled;

(6) the representation will
result in an unreasonable financial burden on the lawyer or has been rendered
unreasonably difficult by the client; or

(7) other good cause for withdrawal
exists.

(c) A lawyer shall comply with
applicable law requiring notice to or permission of a tribunal when terminating
a representation. When ordered to do so by a tribunal,
a lawyer shall continue representation notwithstanding good cause for terminating
the representation.

(d) Upon termination of representation,
a lawyer shall take steps to the extent reasonably
practicable to protect a client's interests, such as giving reasonable notice
to the client, allowing time for employment of other counsel, surrendering documents
and property to which the client is entitled and refunding any advance payment
of a fee that has not been earned. Upon the client's request, the lawyer shall
provide the client with all of the client's documents, and all documents reflecting
work performed for the client. The lawyer may retain documents reflecting work
performed for the client to the extent permitted by other law only if retaining
them would not prejudice the client's rights.

ER 1.17 SALE OF LAW PRACTICE

A lawyer or a law firm may sell or purchase a law practice,
or an area of law practice, including good will, if the following conditions
are satisfied:

(a) The seller ceases to engage
in the private practice of law, or in the area of practice that has been sold,
in the geographic area(s) in which the practice has been conducted;

(b) The entire practice, or the
entire area of practice, is sold to one or more lawyers or law
firms;

(c) The seller gives written
notice to each of the seller's clients regarding;

(1) the proposed sale;

(2) the client's right to retain
other counsel or to take possession of the file; and

(3) the fact that the client's
consent to the transfer of the client's files will be presumed if the client
does not take any action or does not otherwise object within ninety (90) days
of receipt of the notice.

If a client cannot be given notice, the representation
of that client may be transferred to the purchaser only upon entry of an order
so authorizing by a court having jurisdiction. The seller may disclose to the
court in camera information relating to the representation only to the extent
necessary to obtain an order authorizing the transfer of a file.

(d) The fees charged clients
shall not be increased by reason of the sale.

ER 1.18 DUTIES TO PROSPECTIVE CLIENTS

(a) A person who discusses with
a lawyer the possibility of forming a client-lawyer relationship with respect
to a matter is a prospective client.

(b) Even when no client-lawyer
relationship ensues, a lawyer who has had discussions with a prospective client
shall not use or reveal information learned in the consultation, except as ER 1.6 would permit and ER 1.9 would permit with respect to information of a former
client.

(c) A lawyer subject to paragraph
(b) shall not represent a client with interests materially adverse to those
of a prospective client in the same or a substantially related matter if the
lawyer received information from the prospective client that could be significantly
harmful to that person in the matter, except as provided in paragraph (d). If
a lawyer is disqualified from representation under this paragraph, no lawyer
in a firm with which that lawyer is associated may knowingly
undertake or continue representation in such a matter, except as provided in
paragraph (d).

COUNSELOR

ER 2.1 ADVISOR

In representing a client, a lawyer shall exercise independent
professional judgment and render candid advice. In rendering advice, a lawyer
may refer not only to law but to other considerations such as moral, economic,
social and political factors, that may be relevant to the client's situation.

ER 2.2 [RESERVED]

ER 2.3 EVALUATION FOR USE BY THIRD PERSONS

(a) A lawyer may provide an evaluation
of a matter affecting a client for the use of someone other than the client
if the lawyer reasonably believes that making
the evaluation is compatible with other aspects of the lawyer's relationship
with the client.

(b) When the lawyer knows
or reasonably should know that the evaluation
is likely to affect the client's interests materially and adversely, the lawyer
shall not provide the evaluation unless the client gives informed
consent.

(c) Except as disclosure is authorized
in connection with a report of an evaluation, information relating to the evaluation
is otherwise protected by ER 1.6.

ER 2.4 LAWYER SERVING AS THIRD-PARTY NEUTRAL

(a) A lawyer serves as a third-party
neutral when the lawyer assists two or more persons who are not clients of the
lawyer to reach a resolution of a dispute or other matter that has arisen between
them. Service as a third-party neutral may include service as an arbitrator,
a mediator or in such other capacity as will enable the lawyer to assist the
parties to resolve the matter.

(b) A lawyer serving as a third-party
neutral shall inform unrepresented parties that the lawyer is not representing
them. When the lawyer knows or reasonably should know that a party does not
understand the lawyer's role in the matter, the lawyer shall explain the difference
between the lawyer's role as a third-party neutral and a lawyer's role as one
who represents a client.

ADVOCATE

ER 3.1 MERITORIOUS CLAIMS AND CONTENTIONS

A lawyer shall not bring or defend a proceeding, or assert
or controvert an issue therein, unless there is a good faith basis in law and
fact for doing so that is not frivolous, which may include a good faith and
nonfrivolous argument for an extension, modification or reversal of existing
law. A lawyer for the defendant in a criminal proceeding, or the respondent
in a proceeding that could result in incarceration, may nevertheless so defend
the proceeding as to require that every element of the case be established.

ER 3.2 EXPEDITING LITIGATION

ER 3.3 CANDOR TOWARD THE TRIBUNAL

(1) make a false statement of
fact or law to a tribunal or fail to correct a false statement of material fact
or law previously made to the tribunal by the lawyer;

(2) fail to disclose to the
tribunal legal authority in the controlling jurisdiction known to the lawyer
to be directly adverse to the position of the client and not disclosed by opposing
counsel; or

(3) offer evidence that the
lawyer knows to be false. If a lawyer, the lawyer's client or a witness called
by the lawyer has offered material evidence and the lawyer comes to know of
its falsity, the lawyer shall take reasonable remedial
measures, including, if necessary, disclosure to the tribunal.
A lawyer may refuse to offer evidence, other than the testimony of a defendant
in a criminal matter, that the lawyer reasonably
believes is false.

(b) A lawyer who represents a client
in an adjudicative proceeding and who knows that a person intends to engage,
is engaging or has engaged in criminal or fraudulent
conduct related to the proceeding shall take reasonable
remedial measures, including, if necessary, disclosure to the tribunal.

(c) The duties stated in paragraphs
(a) and (b) continue to the conclusion of the proceeding, and apply even if
compliance requires disclosure of information otherwise protected by ER 1.6.

(d) In an ex parte proceeding,
a lawyer shall inform the tribunal of all material
facts known to the lawyer which will enable the tribunal
to make an informed decision, whether or not the facts are adverse.

ER 3.4 FAIRNESS TO OPPOSING PARTY AND COUNSEL

A lawyer shall not:

(a) unlawfully obstruct another
party's access to evidence or unlawfully alter, destroy or conceal a document
or other material having potential evidentiary value. A lawyer shall not counsel
or assist another person to do any such act;

(b) falsify evidence, counsel or
assist a witness to testify falsely, or offer an inducement to a witness that
is prohibited by law;

(c) knowingly
disobey an obligation under the rules of a tribunal except for an open refusal
based on an assertion that no valid obligation exists;

(d) in pretrial procedure, make
a frivolous discovery request or fail to make reasonably
diligent effort to comply with a legally proper discovery request by an opposing
party;

(e) in trial, allude to any matter
that the lawyer does not reasonably believe
is relevant or that will not be supported by admissible evidence, assert personal
knowledge of facts in issue except when testifying as a witness, or state a
personal opinion as to the justness of a cause, the credibility of a witness,
the culpability of a civil litigant or the guilt or innocence of an accused;
or

(f) request a person other than
a client to refrain from voluntarily giving relevant information to another
party unless:

(1) the person is a relative
or an employee or other agent of a client; and

(2) the lawyer reasonably
believes that the person's interests will not be adversely affected by refraining
from giving such information.

ER 3.6 TRIAL PUBLICITY

(a) A lawyer who is participating
or has participated in the investigation or litigation of a matter shall not
make an extrajudicial statement that the lawyer knows
or reasonably should know will be disseminated
by means of public communication and will have a substantial
likelihood of materially prejudicing an adjudicative proceeding in the matter.

(b) Notwithstanding paragraph (a),
a lawyer may state:

(1) the claim, offense or defense
involved and, except when prohibited by law, the identity of the persons involved;

(2) information contained in
a public record;

(3) that an investigation of
a matter is in progress;

(4) the scheduling or result
of any step in litigation;

(5) a request for assistance
in obtaining evidence and information necessary thereto;

(6) a warning of danger concerning
the behavior of a person involved, when there is reason to believe that there
exists the likelihood of substantial harm to an individual or to the public
interest; and

(7) in a criminal case, in addition
to subparagraphs (1) through (6):

(i) the identity, residence,
occupation and family status of the accused;

(ii) if the accused has
not been apprehended, information necessary to aid in apprehension of that person;

(iii) the fact, time and
place of arrest; and

(iv) the identity of investigating
and arresting officers or agencies and the length of the investigation.

(c) Notwithstanding paragraph (a),
a lawyer may make a statement that a reasonable
lawyer would believe is required to protect a client
from the substantial undue prejudicial effect of
recent publicity not initiated by the lawyer or the lawyer's client. A statement
made pursuant to this paragraph shall be limited to such information as is necessary
to mitigate the recent adverse publicity.

(d) No lawyer associated in a firm
or government agency with a lawyer subject to paragraph (a) shall make a statement
prohibited by paragraph (a).

ER 3.8 SPECIAL RESPONSIBILITIES OF A PROSECUTOR

(a) refrain from prosecuting a
charge that the prosecutor knows is not supported by probable
cause;

(b) make reasonable
efforts to assure that the accused has been advised of the right to, and the
procedure for obtaining, counsel and has been given reasonable opportunity to
obtain counsel;

(c) not seek to obtain from an
unrepresented accused a waiver of important pretrial rights, such as the right
to a preliminary hearing;

(d) make timely disclosure to the
defense of all evidence or information known to the prosecutor
that tends to negate the guilt of the accused or mitigates the offense, and,
in connection with sentencing, disclose to the defense and to the tribunal all
unprivileged mitigating information known to the prosecutor, except when the
prosecutor is relieved of this responsibility by a protective order of the tribunal;

(e) not subpoena a lawyer in a
grand jury or other criminal proceeding to present evidence about a past or
present client unless the prosecutor reasonably
believes:

(1) the information sought is
not protected from disclosure by any applicable privilege;

(2) the evidence sought is essential
to the successful completion of any ongoing investigation or prosecution; and

(3) there is no other feasible
alternative to obtain the information;

(f) except for statements that
are necessary to inform the public of the nature and extent of the prosecutor's
action and that serve a legitimate law enforcement purpose, refrain from making
extrajudicial comments that have a substantial likelihood of heightening public
condemnation of the accused and exercise reasonable
care to prevent investigators, law enforcement personnel, employees or other
persons assisting or associated with the prosecutor in a criminal case from
making an extrajudicial statement that the prosecutor would be prohibited from
making under ER 3.6 or this Rule.

ER 3.9 ADVOCATE IN NONADJUDICATIVE PROCEEDINGS

A lawyer representing a client before a legislative body
or administrative agency in a nonadjudicative proceeding shall disclose that
the appearance is in a representative capacity and shall conform to the provisions
of ER 3.3(a) through (c), 3.4(a)
through (c), and 3.5.

ER 4.2 COMMUNICATION WITH PERSON REPRESENTED BY COUNSEL

In representing a client, a lawyer shall not communicate
about the subject of the representation with a party the lawyer knows
to be represented by another lawyer in the matter, unless the lawyer has the
consent of the other lawyer or is authorized by law to do so.

ER 4.3 DEALING WITH UNREPRESENTED PERSON

In dealing on behalf of a client with a person who is not
represented by counsel, a lawyer shall not state or imply that the lawyer is
disinterested. When the lawyer knows or reasonably
should know that the unrepresented person misunderstands the lawyer's role
in the matter, the lawyer shall make reasonable
efforts to correct the misunderstanding. The lawyer shall not give legal advice
to an unrepresented person, other than the advice to secure counsel, if the
lawyer knows or reasonably should know that the interests of such a person are
or have a reasonable possibility of being in conflict with the interests of
the client.

ER 4.4 RESPECT FOR RIGHTS OF OTHERS

(a) In representing a client, a
lawyer shall not use means that have no substantial purpose other than to embarrass,
delay, or burden any other person, or use methods of obtaining evidence that
violate the legal rights of such a person.

(b) A lawyer who receives a document
and knows or reasonably
should know that the document was inadvertently sent shall promptly notify
the sender and preserve the status quo for a reasonable
period of time in order to permit the sender to take protective measures.

LAW FIRMS AND ASSOCIATIONS

(a) A partner
in a law firm, and a lawyer who individually or together
with other lawyers possesses comparable managerial authority in a law firm,
shall make reasonable efforts to ensure that the
firm has in effect measures giving reasonable assurance that all lawyers in
the firm conform to the Rules of Professional Conduct.

(b) A lawyer having direct supervisory
authority over another lawyer shall make reasonable
efforts to ensure that the other lawyer conforms to the Rules of Professional
Conduct.

(c) A lawyer shall be responsible
for another lawyer's violation of the Rules of Professional Conduct if:

(1) the lawyer orders or, with
knowledge of the specific conduct, ratifies the conduct involved; or

(2) the lawyer is a partner
or has comparable managerial authority in the law firm
in which the other lawyer practices, or has direct supervisory authority over
the other lawyer, and knows of the conduct at a time when its consequences can
be avoided or mitigated but fails to take reasonable
remedial action.

ER 5.2 RESPONSIBILITIES OF A SUBORDINATE LAWYER

(a) A lawyer is bound by the Rules of Professional Conduct
notwithstanding that the lawyer acted at the direction of another person.

(b) A subordinate lawyer does not violate the Rules of
Professional Conduct if that lawyer acts in accordance with a supervisory lawyer's
reasonable resolution of an arguable question of
professional duty.

ER 5.3 RESPONSIBILITIES REGARDING NONLAWYER ASSISTANTS

With respect to a nonlawyer employed or retained by or
associated with a lawyer:

(a) a partner,
and a lawyer who individually or together with other lawyers possesses comparable
managerial authority in a law firm shall make reasonable
efforts to ensure that the firm has in effect measures giving reasonable assurance
that the person's conduct is compatible with the professional obligations of
the lawyer;

(b) a lawyer having direct supervisory
authority over the nonlawyer shall make reasonable
efforts to ensure that the person's conduct is compatible with the professional
obligations of the lawyer; and

(c) a lawyer shall be responsible
for conduct of such a person that would be a violation of the Rules of Professional
Conduct if engaged in by a lawyer if:

(1) the lawyer orders or, with
the knowledge of the specific conduct, ratifies the conduct involved; or

(2) the lawyer is a partner
or has comparable managerial authority in the law firm
in which the person is employed, or has direct supervisory authority over the
person, and knows of the conduct at a time when its consequences
can be avoided or mitigated but fails to take reasonable
remedial action.

ER 5.4 PROFESSIONAL INDEPENDENCE OF A LAWYER

(a) A lawyer or law
firm shall not share legal fees with a nonlawyer, except that:

(1) an agreement by a lawyer
with the lawyer's firm, partner,
or associate may provide for the payment of money, over a reasonable
period of time after the lawyer's death, to the lawyer's estate or to one or
more specified persons;

(2) a lawyer who purchases the
practice of a deceased, disabled, or disappeared lawyer may, pursuant to the
provisions of ER 1.17, pay to the estate or other representative of that
lawyer the agreed-upon purchase price;

(3) a lawyer or law
firm may include nonlawyer employees in a compensation or retirement plan,
even though the plan is based in whole or in part on a profit-sharing arrangement;
and

(4) a lawyer may share court-awarded
legal fees with a nonprofit organization that employed, retained or recommended
employment of the lawyer in the matter.

(b) A lawyer shall not form a partnership
with a nonlawyer if any of the activities of the partnership consist of the
practice of law.

(c) A lawyer shall not permit a
person who recommends, employs, or pays the lawyer to render legal services
for another to direct or regulate the lawyer's professional judgment in rendering
such legal services.

(d) A lawyer shall not practice
with or in the form of a professional corporation or association authorized
to practice law for a profit, if:

(1) a nonlawyer owns any interest
therein, except that a fiduciary representative of the estate of a lawyer may
hold the stock or interest of the lawyer for a reasonable
time during administration;

(2) a nonlawyer is a corporate
director or officer thereof or occupies the position of similar responsibility
in any form of association other than a corporation; or

(3) a nonlawyer has the right
to direct or control the professional judgment of a lawyer.

ER 5.5 UNAUTHORIZED PRACTICE OF LAW

(a) A lawyer shall not practice
law in a jurisdiction in violation of the regulation of the legal profession
in that jurisdiction, or assist another in doing so.

(b) A lawyer who is not admitted
to practice in this jurisdiction shall not:

(1) except as authorized by
these Rules or other law, establish an office or other systematic and continuous
presence in this jurisdiction for the practice of law; or

(2) hold out to the public or
otherwise represent that the lawyer is admitted to practice law in this jurisdiction.

(c) A lawyer admitted in another
United States jurisdiction, and not disbarred or suspended from practice in
any jurisdiction, may provide legal services on a temporary basis in this jurisdiction
that:

(1) are undertaken in association
with a lawyer who is admitted to practice in this jurisdiction and who actively
participates in the matter.

(2) are in or reasonably
related to a pending or potential proceeding before a tribunal
in this or another jurisdiction, if the lawyer, or a person the lawyer is assisting,
is authorized by law or order to appear in such proceeding or reasonably expects
to be so authorized;

(3) are in or reasonably
related to a pending or potential arbitration, mediation, or other alternative
dispute resolution proceeding in this or another jurisdiction, if the services
arise out of or are reasonably related to the lawyer's practice in a jurisdiction
in which the lawyer is admitted to practice and are not services for which the
forum requires pro hac vice admission; or

(4) are not within paragraphs
(c)(2) or (c)(3) and arise out of or are reasonably
related to the lawyer's practice in a jurisdiction in which the lawyer is admitted
to practice.

(d) A lawyer admitted in another
United States jurisdiction, and not disbarred or suspended from practice in
any jurisdiction, may provide legal services in this jurisdiction that:

(1) are provided to the lawyer's
employer or its organizational affiliates and are not services for which the
forum requires pro hac vice admission; or

(2) are services that the lawyer
is authorized to provide by federal law or other law of this jurisdiction.

(e) Any attorney who engages in
the authorized multijurisdictional practice of law in the State of Arizona under
this rule must advise the lawyer's client that the lawyer is not admitted to
practice in Arizona, and must obtain the client's informed
consent to such representation.

(f) Attorneys not admitted to practice
in the State of Arizona, who are admitted to practice law in any other jurisdiction
in the United States and who appear in any court of record or before any administrative
hearing officer in the State of Arizona, must also comply with Rules of the
Supreme Court of Arizona governing pro hac vice admission.

(g) Any attorney who engages in
the multijurisdictional practice of law in the State of Arizona, whether authorized
in accordance with these Rules or not, shall be subject to the Rules of Professional
Conduct and the Rules of the Supreme Court regarding attorney discipline in
the State of Arizona.

ER 5.6 RESTRICTIONS ON RIGHT TO PRACTICE

A lawyer shall not participate in offering or making:

(a) a partnership, shareholders,
operating, employment, or other similar type of agreement that restricts the
right of a lawyer to practice after termination of the relationship, except
an agreement concerning benefits upon retirement; or

(b) an agreement in which a restriction
on the lawyer's right to practice is part of the settlement of a controversy
between private parties.

ER 5.7 RESPONSIBILITIES REGARDING LAW-RELATED
SERVICES

(a) A lawyer may provide, to clients
and to others, law-related services, as defined in paragraph (b), either:

(1) by the lawyer in circumstances
that are not distinct from the lawyer's provision of legal services to clients;
or

(2) by a separate entity which
is controlled by the lawyer individually or with others.

Where the law-related services are provided by the lawyer
in circumstances that are not distinct from the lawyer's provision of legal
services to clients, the lawyer shall be subject to the provisions of the Rules
of Professional Conduct in the course of providing such services. In circumstances
in which law-related services are provided by a separate entity controlled by
the lawyer individually or with others, the lawyer shall not be subject to the
Rules of Professional Conduct, in the course of providing such services, only
if the lawyer takes reasonable measures to assure
that a person obtaining the law-related services knows that the services of
the separate entity are not legal services and that the protections of the client-lawyer
relationship do not apply.

(b) The term law-related services
denotes services that might reasonably be performed
in conjunction with and in substance are related to the provision of legal services,
and that are not prohibited as unauthorized practice of law when provided by
a nonlawyer.

PUBLIC SERVICE

ER 6.1 VOLUNTARY PRO BONO PUBLICO SERVICE

(a) A lawyer should voluntarily
render public interest legal service. A lawyer may discharge this responsibility
by rendering a minimum of fifty hours of service per calendar year by one or
a combination of the following activities:

(1) Providing professional services
at no fee or at a substantially reduced fee to the poor or near poor or to organizations
that have as a principal purpose promoting the interests of the poor or near
poor, or to individuals, groups or organizations seeking to secure or protect
civil rights, civil liberties or public rights; or

(2) Providing services at no
fee or at a substantially reduced fee in connection with law-related education
sponsored by the Arizona Foundation for Legal Services & Education or activities
for improving the law, the legal system or the legal profession; or

(3) Providing professional or
other law-related services at no fee or at a substantially reduced fee to charitable
groups or organizations.

(4) When pro bono publico service
is done at a substantially reduced fee, the fee shall be agreed to in writing
at the inception of the representation and refer to this Rule.

(b) A lawyer who works less than
full-time may discharge this responsibility by adjusting downward the fifty
hour standard by an appropriate percentage. A lawyer who renders substantially
more than fifty hours of service in one year may carry over excessive hours
to subsequent years in satisfaction of the standard.

(c) A law firm
or other group of lawyers may satisfy their responsibility under this Rule,
if they desire, collectively. For example, the designation of one or more lawyers
to work on pro bono publico matters may be attributed to other lawyers within
the firm or group who support the representation. Other forms of collective
activity, if approved by the State Bar, may also satisfy the responsibility.

(d) The efforts of individual lawyers
are not enough to meet the needs of the poor. The profession and government
have instituted programs to provide direct delivery of legal services to the
poor. The direct support of such programs is an alternative expression of support
to provide law in the public interest, and a lawyer is encouraged to provide
financial support for organizations that provide legal services to persons of
limited means or to the Arizona Foundation for Legal Services & Education
for the direct delivery of legal services to the poor.

ER 6.3 MEMBERSHIP IN LEGAL SERVICES ORGANIZATION

A lawyer may serve as a director, officer or member of
a legal services organization, apart from the law firm
in which the lawyer practices, notwithstanding that the organization serves
persons having interests adverse to a client of the lawyer. The lawyer shall
not knowingly participate in a decision or action of the organization:

(a) if participating in the decision
would be incompatible with the lawyer's obligations to a client under ER 1.7; or

(b) where the decision could have
a material adverse effect on the representation of a client of the organization
whose interests are adverse to a client of the lawyer.

ER 6.4 LAW REFORM ACTIVITIES AFFECTING CLIENT INTERESTS

A lawyer may serve as a director, officer or member of
an organization involved in reform of the law or its administration notwithstanding
that the reform may affect the interests of a client of the lawyer. When the
lawyer knows that the interests of a client may be materially
benefited by a decision in which the lawyer participates, the lawyer shall disclose
that fact but need not identify the client.

ER 6.5 NONPROFIT AND COURT-ANNEXED LIMITED
LEGAL SERVICE PROGRAMS

(a) A lawyer who, under the auspices
of a program sponsored by a nonprofit organization or court, provides short-term
limited legal services to a client without expectation by either the lawyer
or the client that the lawyer will provide continuing representation in the
matter:

(1) is subject to ERs
1.7 and 1.9(a) only if the lawyer knows that the
representation of the client involves a conflict of interest; and

(2) is subject to ER 1.10 only if the lawyer knows that another lawyer associated
with the lawyer in a law firm is disqualified by ERs 1.7 or 1.9(a) with respect to the matter.

(b) Except as provided in paragraph
(a)(2), ER 1.10 is inapplicable to a representation governed by this
Rule.

INFORMATION ABOUT LEGAL SERVICES

ER 7.1 COMMUNICATIONS CONCERNING A LAWYER'S
SERVICES

A lawyer shall not make a false or misleading communication
about the lawyer or the lawyer's services. A communication is false or misleading
if it contains a material misrepresentation of fact or law, or omits a fact
necessary to make the statement considered as a whole not materially misleading.

ER 7.2 ADVERTISING

(a) Subject to the requirements
of ERs 7.1 and 7.3, a lawyer may
advertise services through written, recorded or electronic communication, including
public media.

(b) A lawyer shall not give anything
of value to a person for recommending the lawyer's services except that a lawyer
may:

(1) pay the reasonable costs
of advertisements or communications permitted by this Rule;

(2) pay the usual charges of
a legal service plan or a not-for-profit or qualified lawyer referral service.
A qualified lawyer referral service is a lawyer referral service that has been
approved by an appropriate regulatory authority; and

(c) Any communication made pursuant
to this Rule shall include the name and office address of at least one lawyer
or law firm responsible for its content.

(d) Every advertisement (including
advertisement by written solicitation) that contains information about the lawyer's
fees shall be subject to the following requirements:

(1) advertisements and written
solicitations indicating that the charging of a fee is contingent on outcome
or that the fee will be a percentage of the recovery shall disclose (A) that
the client will be liable for expenses regardless of outcome unless the repayment
of such is contingent upon the outcome of the matter and (B) whether the percentage
fee will be computed before expenses are deducted from the recovery;

(2) range of fees or hourly
rates for services may be communicated provided that the client is informed
in writing at the commencement of any client-lawyer
relationship that the total fee within the range which will be charged or the
total hours to be devoted will vary depending upon that particular matter to
be handled for each client and the client is entitled without obligation to
an estimate of the fee within the range likely to be charged;

(3) fixed fees for specific
routine legal services, the description of which would not be misunderstood
or be deceptive, may be communicated provided that the client is informed in
writing at the commencement of any client-lawyer relationship
that the quoted fee will be available only to clients whose matters fall within
the services described and that the client is entitled without obligation to
a specific estimate of the fee likely to be charged;

(4) a lawyer who advertises
a specific fee, range of fees or hourly rate for a particular service shall
honor the advertised fee, or range of fees, for at least ninety (90) days unless
the advertisement specifies a shorter period; provided, for advertisements in
the yellow pages of telephone directories or other media not published more
frequently than annually, the advertised fee or range of fees shall be honored
for no less than one year following publication.

(e) Advertisements on the electronic
media may contain the same information as permitted in advertisements in the
print media. If a law firm advertises on electronic media and a person appears
purporting to be a lawyer, such person shall in fact be a lawyer employed full-time
at the advertising law firm. If a law firm advertises a particular legal service
on electronic media, and a lawyer appears as the person purporting to render
the service, the lawyer appearing shall be the lawyer who will actually perform
the service advertised unless the advertisement discloses that the service may
be performed by other lawyers in the firm.

(f) Communications required by
paragraphs (c) and (d) shall be clear and conspicuous. To be "clear and
conspicuous" a communication must be of such size, color, contrast, location,
duration, cadence, and audibility that an ordinary person can readily notice,
read, hear, and understand it.

ER 7.3 DIRECT CONTACT WITH PROSPECTIVE CLIENTS

(a) A lawyer shall not by in-person,
live telephone or real-time electronic contact solicit professional employment
from a prospective client when a motive for the lawyer's doing so is the lawyer's
pecuniary gain, unless the person contacted:

(1) is a lawyer; or

(2) has a family, close personal,
or prior professional relationship with the lawyer.

(b) A lawyer shall not solicit
professional employment or knowingly permit solicitation on the lawyer's behalf
from a prospective client by written, recorded or electronic communication or
by in-person, telephone or real-time electronic contact even when not otherwise
prohibited by paragraph (a), if:

(1) the prospective client has
made known to the lawyer a desire not to be solicited by the lawyer;

(2) the solicitation involves
coercion, duress or harassment; or

(3) the solicitation relates
to a personal injury or wrongful death and is made within thirty (30) days of
such occurrence.

(c) Every written, recorded or
electronic communication from a lawyer soliciting professional employment from
a prospective client known or believed likely to be in need of legal services
for a particular matter shall include the words "Advertising Material"
in twice the font size of the body of the communication on the outside envelope,
if any, and at the beginning and ending of any recorded or electronic communication,
unless the recipient of the communication is a person specified in paragraphs
(a)(1) or (a)(2).

(1) at the time of dissemination
of such written communication, a written copy shall be forwarded to the Clerk
of the Arizona Supreme Court and the State Bar of Arizona at its Phoenix office;

(2) written communications mailed
to prospective clients shall be sent only by regular U.S. mail, not by registered
mail or other forms of restricted delivery;

(3) if a contract for representation
is mailed with the written communication, the contract shall be marked "sample"
in red ink and shall contain the words "do not sign" on the client
signature line;

(4) the lawyer initiating the
communication shall bear the burden of proof regarding the truthfulness of all
facts contained in the communication, and shall, upon request of the State Bar
or the recipient of the communication, disclose:

(A) how the identity and
specific legal need of the potential recipient were discovered; and

(B) how the identity and
knowledge of the specific need of the potential recipient were verified by the
soliciting lawyer.

(d) Notwithstanding the prohibitions
in paragraph (a), a lawyer may participate with a prepaid or group legal service
plan operated by an organization not owned or directed by the lawyer that uses
in-person or telephone contact to solicit memberships or subscriptions for the
plan from persons who are not known to need legal services in a particular matter
covered by the plan.

ER 7.4 COMMUNICATION OF FIELDS OF PRACTICE

A lawyer may communicate the fact that the lawyer does
or does not practice in particular fields of law. A lawyer shall not state or
imply that the lawyer is a specialist except as follows:

(a) a lawyer admitted to engage
in patent practice before the United States Patent and Trademark Office may
use the designation "patent attorney" or a substantially
similar designation;

(b) a lawyer engaged in admiralty
practice may use the designation "admiralty," "proctor in admiralty"
or a substantially similar designation; and

(c) a lawyer certified by the Arizona
Board of Legal Specialization or by a national entity that has standards for
certification substantially the same as those established by the board may state
the area or areas of specialization in which the lawyer is certified. Prior
to stating that the lawyer is a specialist certified by a national entity, the
entity must be recognized by the board as having standards for certification
substantially the same as those established by the board. If the national entity
has not been recognized by the board, it may make application for recognition
by completing an application form provided by the board.

ER 7.5 FIRM NAMES AND LETTERHEADS

(a) A lawyer shall not use a firm
name, letterhead or other professional designation that violates ER 7.1. A trade name may not be used by a lawyer in private
practice.

(b) A law firm
with offices in more than one jurisdiction may use the same name or other professional
designation in each jurisdiction, but identification of the lawyers in an office
of the firm shall indicate the jurisdictional limitations on those not licensed
to practice in the jurisdiction where the office is located.

(c) The name of a lawyer holding
a public office shall not be used in the name of a law firm,
or in communications on its behalf, during any substantial
period in which the lawyer is not actively and regularly practicing with the
firm.

(d) Lawyers may state or imply
that they practice in a partnership or other organization only when that is
the fact.

(b) fail to disclose a fact necessary
to correct a misapprehension known by the person to have
arisen in the matter, or knowingly fail to respond to a lawful demand for information
from an admissions or disciplinary authority, except that this Rule does not
require disclosure of information otherwise protected by ER 1.6.

ER 8.2 JUDICIAL AND LEGAL OFFICIALS

(a) A lawyer shall not make a statement
that the lawyer knows to be false or with reckless disregard as to its truth
or falsity concerning the qualifications or integrity of a judge, adjudicatory
officer or public legal officer, or of a candidate for election or appointment
to judicial or legal office.

(b) A lawyer who is a candidate
for judicial office shall comply with the applicable provisions of the Code
of Judicial Conduct.

ER 8.3 REPORTING PROFESSIONAL MISCONDUCT

(a) A lawyer who knows
that another lawyer has committed a violation of the Rules of Professional Conduct
that raises a substantial question as to that lawyer's
honesty, trustworthiness or fitness as a lawyer in other respects, shall inform
the appropriate professional authority, except as otherwise provided in these
Rules or by law.

(b) A lawyer who knows
that a judge has committed a violation of applicable rules of judicial conduct
that raises a substantial question as to the judge's
fitness for office shall inform the appropriate authority.

(c) This Rule does not require
disclosure of information otherwise protected by ER 1.6 or information gained by a lawyer or judge while serving
as a member of an approved lawyers assistance program to the extent that such
information would be confidential if it related to the representation of a client.

ER 8.5 JURISDICTION

(a) Disciplinary Authority. A lawyer
admitted to practice in this jurisdiction is subject to the disciplinary authority
of this jurisdiction, regardless of where the lawyer's conduct occurs. A lawyer
not admitted in this jurisdiction is also subject to the disciplinary authority
of this jurisdiction if the lawyer provides or offers to provide any legal services
in this jurisdiction. A lawyer may be subject to the disciplinary authority
of both this jurisdiction and another jurisdiction for the same conduct.

(b) Choice of Law. In any exercise
of the disciplinary authority of this jurisdiction, the rules of professional
conduct to be applied shall be as follows:

(1) for conduct in connection
with a matter pending before a tribunal, the rules of the jurisdiction in which
the tribunal sits, unless the rules of the tribunal provide otherwise; and

(2) for any other conduct, the
rules of the jurisdiction in which the lawyer's conduct occurred, or, if the
predominant effect of the conduct is in a different jurisdiction, the rules
of that jurisdiction shall be applied to the conduct. A lawyer shall not be
subject to discipline if the lawyer's conduct conforms to the rules of a jurisdiction
in which the lawyer reasonably believes the predominant effect of the lawyer's
conduct will occur.